Filed Pursuant to Rule 424(b)(3)
Registration StatementNo. 333-130074
Pricing Supplement to the Prospectus dated December 1, 2005 and the
Prospectus Supplement dated December 1, 2005 — No. 506
$1,150,000,000*
The Goldman Sachs Group, Inc.
Floating Rate Notes due 2015
Medium-Term Notes, Series B
The notes being purchased have the following terms:
Issuer: The Goldman Sachs Group, Inc.
Principal amount: $1,150,000,000*
Stated maturity: July 22, 2015
Specified currency: U.S. dollars
• principal: U.S. dollars
• interest: U.S. dollars
• exchange rate agent: not applicable
Trade date:
| |
| July 19, 2005 (for $900,000,000 principal amount of the original notes) |
| July 20, 2005 (for $50,000,000 principal amount of the original notes) |
| January 18, 2006 (for $200,000,000 principal amount of the reopened notes) |
Original issue date:
July 22, 2005 (for the original notes)
January 23, 2006 (for the reopened notes)
Original issue price:
99.752% (for the original notes)
99.848% (for the reopened notes)
Net proceeds to The Goldman Sachs Group, Inc.:
99.302% (for the original notes)
99.398% (for the reopened notes)
CUSIP no.: 38141EKF5
Original issue discount notes: no
• total amount of OID:
• yield to maturity:
• initial accrual period OID:
Form of notes:
• master global formonly: yes
• non-global form available: no
Redemption and repayment: not applicable
• redemption commencement date:
• repayment date(s):
• redemption or repayment price(s):
If interest rate is fixed: not applicable
• annual rate:
• interest payment date:
• regular record date:
If interest rate is floating: yes
• base rate:
• commercial paper rate:
• prime rate:
• LIBOR: yes
– Moneyline Telerate LIBOR page: 3750
– Reuters screen LIBOR page: no
– index currency: U.S. dollars
• EURIBOR:
• treasury rate:
• CMT rate:
– Moneyline Telerate page 7051:
– Moneyline Telerate page 7052
(weekly/monthly):
– CMT index maturity (if not two years):
• CD rate:
• federal funds rate:
• 11th district rate:
• index maturity: three months
• spread: +40 basis points
• spread multiplier: none
• initial base rate:
3.640% (for the original notes)
4.61375% (for the reopened notes)
• maximum rate: none
• minimum rate: none
• denominations: $2,000 and integral multiples of $1,000 thereafter
• interest reset dates: quarterly — on January 22, April 22, July 22 and October 22 of each year, commencing on October 22, 2005 (for the original notes) and April 22, 2006 (for the reopened notes)
• interest payment dates: January 22, April 22, July 22 and October 22 of each year, commencing on October 22, 2005 (for the original notes) and April 22, 2006 (for the reopened notes)
• calculation agent: The Bank of New York
Defeasance applies as follows:not applicable
• full defeasance —i.e., our right to be relieved of all our obligations on
the note by placing funds in trust for the investor:
• covenant defeasance —i.e., our right to be relieved of specified
provisions of the note by placing funds in trust for the investor:
* This pricing supplement relates to $1,150,000,000 principal amount of notes. $200,000,000 principal amount of the notes is being initially offered on the date of this pricing supplement, which we refer to as the “reopened notes”. The remaining $950,000,000 principal amount of the notes was issued on July 22, 2005, which we refer to as the “original notes”. The reopened notes and the original notes have identical terms and are part of a single series of senior debt securities under our senior debt indenture. The reopened notes and the original notes are referred to together as the “notes”.
The information above, if any, about the original issue date, trade date, original issue price, net proceeds and original issue discount relates only to the initial sale of the notes. If the notes are sold in a market-making transaction after their initial sale, information about the price paid and the date of the sale will be provided in a separate confirmation of sale. Please refer to the accompanying prospectus dated December 1, 2005 and the accompanying prospectus supplement dated December 1, 2005 for additional information about the notes being purchased.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this pricing supplement. Any representation to the contrary is a criminal offense.
Goldman Sachs may use this pricing supplement in the initial sale of the notes. In addition, Goldman, Sachs & Co. or any other affiliate of Goldman Sachs may use this pricing supplement in a market-making transaction in the notes after their initial sale.Unless Goldman Sachs or its agent informs the purchaser otherwise in the confirmation of sale, this pricing supplement is being used in a market-making transaction.
Goldman, Sachs & Co.
| |
Daiwa Securities SMBC Europe | Blaylock & Company, Inc. |
Pricing Supplement dated January 18, 2006.
SUPPLEMENTAL PLAN OF DISTRIBUTION
The Goldman Sachs Group, Inc. and the underwriters for this offering named below have entered into a terms agreement and a distribution agreement with respect to the $200,000,000 principal amount of the notes initially offered on the date of this pricing supplement. The remaining $950,000,000 principal amount of the notes was purchased by Goldman, Sachs & Co. and certain other underwriters in connection with the initial offering and sale of those notes and their issuance on July 22, 2005. Subject to certain conditions, each underwriter named below has severally agreed to purchase the principal amount of reopened notes indicated in the following table.
| | | | | |
| | Principal Amount |
| | of the Reopened |
Underwriters | | Notes |
| | |
Goldman, Sachs & Co. | | $ | 196,000,000 | |
Daiwa Securities SMBC Europe Limited | | | 2,000,000 | |
Blaylock & Company, Inc. | | | 2,000,000 | |
| | | | |
| Total | | $ | 200,000,000 | |
| | | | |
The reopened notes sold by the underwriters named above to the public will initially be offered at the original issue price set forth on the cover of this pricing supplement. The underwriters intend to purchase the reopened notes from The Goldman Sachs Group, Inc. at a purchase price equal to the original issue price less a discount of 0.450% of the principal amount of the reopened notes. Any reopened notes sold by the underwriters to securities dealers may be sold at a discount from the original issue price of up to 0.250% of the principal amount of the reopened notes. Any such securities dealers may resell any reopened notes purchased from the underwriters to certain other brokers or dealers at a discount from the original issue price of up to 0.125% of the principal amount of the reopened notes. If all of the reopened notes are not sold at the original issue price, the underwriters may change the offering price and the other selling terms.
Please note that the information about the original issue price and net proceeds to The Goldman Sachs Group, Inc. on the front cover page relates only to the initial sale of the notes. If you have purchased a note in a market-making transaction after the initial sale, information about the price and date of sale to you will be provided in a separate confirmation of sale.
Each underwriter has represented and agreed that it will not offer or sell the notes in the United States or to United States persons except if such offers or sales are made by or through National Association of Securities Dealers (the “NASD”) member broker-dealers registered with the U.S. Securities and Exchange Commission.
Each underwriter named above has represented and agreed that:
| | |
| • | it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of the notes in circumstances in which Section 21(1) of the FSMA does not apply to The Goldman Sachs Group, Inc.; and |
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| • | it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the notes in, from or otherwise involving the United Kingdom. |
In relation to each Member State of the European Economic Area (Iceland, Norway and Liechtenstein in addition to the member states of the European Union) which has implemented the Prospectus Directive (each, a “Relevant Member State”), each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of notes to the public in that Relevant Member State prior to the
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publication of a prospectus in relation to the notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of notes to the public in that Relevant Member State at any time:
| | |
| • | to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; |
|
| • | to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than€43,000,000 and (3) an annual net turnover of more than€50,000,000, as shown in its last annual or consolidated accounts; or |
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| • | in any other circumstances which do not require the publication by The Goldman Sachs Group, Inc. of a prospectus pursuant to Article 3 of the Prospectus Directive. |
For the purposes of this section, the expression an “offer of notes to the public” in relation to any notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.
The notes may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the notes may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except of permitted to do so under the securities laws of Hong Kong) other than with respect to notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder.
This pricing supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this pricing supplement and any other document or material in connection with the offer or sale, or invitation or subscription or purchase, of the notes may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the notes are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the notes under
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Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.
The notes have not been and will not be registered under the Securities and Exchange Law of Japan (the “Securities and Exchange Law”) and each underwriter has agreed that it will not offer or sell any notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.
None of the named underwriters is permitted to sell notes in this offering to an account over which it exercises discretionary authority without the prior written approval of the customer to which the account relates.
The Goldman Sachs Group, Inc. estimates that its share of the total offering expenses, excluding underwriting discounts and commissions, whether paid to Goldman, Sachs & Co. or any other underwriter, will be approximately $325,000 for the notes ($120,000 for the reopened notes).
In the future, Goldman, Sachs & Co. or other affiliates of The Goldman Sachs Group, Inc. may repurchase and resell the offered notes in market-making transactions, with resales being made at prices related to prevailing market prices at the time of resale or at negotiated prices. For more information about the plan of distribution and possible market-making activities, see “Plan of Distribution” in the accompanying prospectus and “Supplemental Plan of Distribution” in the accompanying prospectus supplement.
The Goldman Sachs Group, Inc. has agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933.
Certain of the underwriters and their affiliates have in the past provided, and may in the future from time to time provide, investment banking and general financing and banking services to The Goldman Sachs Group, Inc. and its affiliates, for which they have in the past received, and may in the future receive, customary fees. The Goldman Sachs Group, Inc. and its affiliates have in the past provided, and may in the future from time to time provide, similar services to the underwriters and their affiliates on customary terms and for customary fees.
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No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the notes offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.
TABLE OF CONTENTS
Pricing Supplement
| | | | |
| | Page |
| | |
Supplemental Plan of Distribution | | | S-2 | |
|
Prospectus Supplement dated December 1, 2005 |
|
Use of Proceeds | | | S-2 | |
Description of Notes We May Offer | | | S-3 | |
United States Taxation | | | S-20 | |
Employee Retirement Income Security Act | | | S-20 | |
Supplemental Plan of Distribution | | | S-20 | |
Validity of the Notes | | | S-22 | |
|
Prospectus dated December 1, 2005 |
|
Available Information | | | 2 | |
Prospectus Summary | | | 4 | |
Use of Proceeds | | | 8 | |
Description of Debt Securities We May Offer | | | 9 | |
Description of Warrants We May Offer | | | 31 | |
Description of Purchase Contracts We May Offer | | | 48 | |
Description of Units We May Offer | | | 53 | |
Description of Preferred Stock We May Offer | | | 58 | |
The Issuer Trusts | | | 66 | |
Description of Capital Securities and Related Instruments | | | 69 | |
Description of Capital Stock of The Goldman Sachs Group, Inc. | | | 93 | |
Legal Ownership and Book-Entry Issuance | | | 98 | |
Considerations Relating to Securities Issued in Bearer Form | | | 104 | |
Considerations Relating to Indexed Securities | | | 109 | |
Considerations Relating to Securities Denominated or Payable in or Linked to a Non-U.S. Dollar Currency | | | 112 | |
Considerations Relating to Capital Securities | | | 115 | |
United States Taxation | | | 118 | |
Plan of Distribution | | | 142 | |
Employee Retirement Income Security Act | | | 145 | |
Validity of the Securities | | | 145 | |
Experts | | | 145 | |
Cautionary Statement Pursuant to the Private Securities Litigation Reform Act of 1995 | | | 146 | |
$1,150,000,000*
The Goldman Sachs
Group, Inc.
Floating Rate Notes due 2015
Medium-Term Notes, Series B
Goldman, Sachs & Co.
Daiwa Securities SMBC Europe
Blaylock & Company, Inc.